Still Waters
by Perhapsormaybe
Summary: He was always watching her, watching over her. Diving a bit deeper into the quieter complexities of Brainy. One shot.


"Oh, Arnold! How I long for that football shaped head of yours to look my way, to notice me, to see me as I truly am! That you would notice that my cruel hearted jokes are merely a means to mask how I _really_ feel about you! That your attentions could turn to me, and your affections might follow…oooh…" Helga finished with a sigh.

He was right behind her.

He was _always _right behind her.

And just as he was always right behind her, the mere sound of his heavy breathing would earn him another punch to the face, as always. She stormed off as he picked his glasses up off the floor, examining them for cracks. Figuring they were still safe to wear, he plopped them back on, and followed Helga back to their classroom. She'd been sent out to grab Arnold from the library (he'd been taking a test he'd missed due to a sick day last week), and Brainy had needed to use the restroom. He really hadn't been looking for her this time, but he enjoyed listening to Helga's monologues. He got so caught up in them that he often didn't realize she'd noticed his presence until she stopped to glare at him (and then, of course, hit him).

It'd been going on as far back as preschool. At first, she'd simply been another little girl. Nothing interesting about her. Nothing special, just ordinary. When she'd started threatening people and declared loudly what her fists' names were (much to Harold's confusion), he'd considered that she might be more interesting than he'd guessed, but he figured she was only worth paying attention to in that if he were to run afoul of her, she'd knock his block off.

But he'd heard her behind the trash cans. At three, she'd still managed such burning passions and desires in Arnold's direction that he couldn't help but be both impressed and interested. That was the first day she'd punched him.

She never noticed him the way she noticed Arnold, but he was okay with that. Sure, he wanted it on some level, but he'd considered that if she lost her passion for Arnold, she might lose that quality that made her so interesting, so alive. On his worst days, he was a little sad about it, but he never let it get him down.

He'd watched everyday as she'd thrown spit wads at Arnold, called him names, or played cruel pranks. But he was the only one to see every time she pulled out that locket of hers and talked to it as though it were her beloved. She'd managed to build an elaborate façade, but he'd seen right through it.

She was kind, she was helpful, and she was smart. She was still rough around the edges, but it gave her such a flair and such uniqueness that he prayed she never lost it. He knew all about her shrines - it had influenced the one he'd made, after all. While he hadn't had the materials nor the ability to create her in effigy out of any offhand substance (and besides, even _he _was a little weirded out by that gum statue she'd had), he'd managed to collect the poems she'd written, that she'd desperately tried to shred into pieces. Tenderly he'd pieced them back together, taping them as best as he could so that the poem was still legible. Sometimes he succeeded, sometimes he didn't.

He knew that the 'anonymous' poems Mr. Simmons always read were really Helga's. He knew that Phoebe was supposed to be the only one to know the secret, and recently, he'd even found out that she'd told Arnold how she felt.

That time, his breath caught in his throat. He hadn't meant for it to happen, but it had kept him from being found out as Helga explained to Phoebe what had happened, her tone horrified and scared.

"Why'd I do it, Pheebs?" Helga'd cried, hitting her head against her locker before Phoebe grabbed her and pulled her back. "He knows…even though we agreed it was a 'heat of the moment' thing, he _still_ knows, there's no way he's forgotten, even with how dense he is," at the word 'dense', she'd punched her locker.

"Helga, I think we should talk about this at your house…or maybe somewhere you don't have anything you can hit…?" Phoebe had suggested. Helga had nodded and walked off with her, downtrodden.

He'd anticipated this. There were the delusions, the small fantasies that something like this might have turned Helga from her affections towards Arnold, but he knew better. She'd loved him since they were three, and he'd practically been a reason to live from that point on. He couldn't hope to become that important to her.

He'd watched Arnold almost as closely as he watched Helga from that day on. He'd managed a few small miracles in his time, changing around Mr. Simmons's lesson plans so that Helga was constantly paired with Arnold for projects (he was still amazed he kept getting away with this. He'd thought someone would have realized by now how odd it was that they were constantly being chosen to work together), dropping small hints to Lila about Helga's feelings (_very _small…he'd merely made eye contact with her and looked from Arnold to Helga and back again. She'd caught the meaning) when Helga had wanted the part of Juliet just so she could kiss Arnold. But he didn't know what to do about this.

Only…nothing had changed. Helga went back to teasing Arnold, Arnold…was a bit more likely to retaliate or fight back, but otherwise remained the same. At least, that's what he thought at first glance. And he knew it was what the pair assumed. But he was quiet enough to observe them, and to realize what was happening, much sooner than Helga and Arnold would realize it themselves.

He was peering into the library now where Helga was fetching Arnold. Arnold said something, and Helga managed a small laugh before the librarian shushed them both. Helga rolled her eyes and made a face, and this time Arnold laughed, and so the librarian kicked them both out.

"Oh yeah?" Helga shouted back at the old woman as Arnold held open the door for her. "Well I got news for you, I was just in there to get him, anyways! Who needs your dumb old library!"

She crossed her arms and Arnold closed the door behind her. "Thanks for coming to get me," Arnold said. Helga rolled her eyes.

"Whatever. It's not like it was _my _idea, Arnold-o. Mr. Simmons just needed someone to run his errand for him and I figured it'd get me out of class for a bit."

"Whatever you say, Helga," Arnold shrugged it off. "Brainy?" Brainy had attempted to slink off towards the classroom, to not interfere, but Arnold had spotted him. "What are you doing out here?"

"Yeah, didn't I sock you ten minutes ago?" Helga added. "What the heck could you still be doing?"

"Uhhh…" He wheezed. "Nothing."

"C'mon, let's get to class," Arnold seemed to accept Brainy's answer, and lead the way for the group to return to the classroom. Once more, he held the door open for Helga, who went in, but rolled her eyes. Arnold rolled his at her response, and motioned for Brainy to go in before him. He obliged and went to sit in the back, returned to his post as the observer.

It wouldn't be long now, he was sure of that. A less kind person would feel a stab of bitterness, and most would have felt at least some sadness to realize that the girl they loved was about to be lost to them forever.

Not Brainy, though. He'd always known that Helga wasn't for him. But that was all right. Because he could just be happy for her.


End file.
